Item 1.01. Entry into a Material Definitive Agreement.
On
In the Agreement, Seller and Purchaser have made customary representations and warranties and have agreed to customary covenants relating to the Transaction. Specifically, before the Closing, Seller is subject to certain restrictions with respect to the Business. The parties have agreed to customary indemnities for a transaction of this type. In addition, the Agreement contains covenants that require each of Seller and Purchaser to use its reasonable best efforts to take all actions necessary, proper or advisable to satisfy the conditions precedent to the Transaction and obtain all required regulatory approvals.
The consummation of the Transaction is subject to the satisfaction (or, to the extent permitted by law, waiver) of certain customary closing conditions, including (i) receipt of required regulatory approvals, (ii) completion of certain portions of the Pre-Closing Restructuring in specified jurisdictions pursuant to the Agreement, (iii) certain representations and warranties in the Agreement remaining true and correct, subject to agreed upon materiality standards, (iv) performance by the parties of pre-Closing covenants of the Agreement in all material respects and (v) the absence of any judgment or law prohibiting the consummation of the Transaction. There is no financing condition to the obligation of Purchaser to consummate the Transaction.
The Agreement also contains certain customary termination rights, including the
right of either party to terminate the Agreement if the Closing has not occurred
by
Seller and Purchaser have also agreed to enter into related transaction agreements at the Closing, including a transition services agreement.
The above description of the Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement.
Item 8.01. Other Events
On
Forward-Looking Statements
This Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industries and markets in which SPGI operate and beliefs of and assumptions made by SPGI's management involve uncertainties that could significantly affect the financial or operating results of SPGI. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "will, " "should," "may," "projects," "could," "would," "target," "estimates" or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
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For example, these forward-looking statements could be affected by factors
including, without limitation, risks associated with: (i) the satisfaction of
the conditions precedent to consummation of the proposed divesture of the global
engineering solutions businesses, including the ability to secure regulatory
approvals on the terms expected, at all or in a timely manner; (ii) economic,
financial, political and regulatory conditions, in
Item 9.01 Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Joint Press Release ofS&P Global Inc. and KKR, dated as ofJanuary 17, 2023 104 Cover Page Interactive Data File (formatted as Inline XBRL) 2
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